agreement to sell nt uranium to thor mining

• Agreement to sell Northern Territory uranium portfolio to AIM-listed Thor Mining PLC for 16 million shares and 8.5 million options.
• Batavia shareholders to receive priority allocation up to 60% of Australian IPO and ASX listing to be undertaken by Thor.
Batavia Mining Limited (ASX: BTV) (“Batavia”), today announced that it has reached agreement with AIM-listed mineral company, Thor Mining PLC (AIM: THR) (“Thor”), to sell its portfolio of uranium exploration assets in the Northern Territory to Thor as part of a transaction that will see Thor undertake a capital consolidation and listing on the Australian Stock Exchange.
Under the agreement, Thor will acquire Hale Energy Limited, a wholly-owned subsidiary company of Batavia that holds its uranium assets, for a consideration comprising 16 million fully-paid Thor Mining shares and 8.5 million options (on a post-consolidation basis).
As a result of the transaction, Batavia will emerge with a substantial shareholding in Thor, which intends to undertake an Initial Public Offering in Australia and list its shares on the Australian Stock Exchange. Up to 60% of the Australian raising will be allocated to Batavia shareholders on a priority allocation basis. Thor will undertake a capital consolidation prior to issuing the consideration and IPO shares.
Batavia previously announced its intention to divest or spin-off its Australian uranium portfolio to enable it to focus on its core mineral assets in the Gullewa region of Western Australia, including the Deflector Gold-Copper Project – currently subject to a Bankable Feasibility Study and major resource extension drilling program – and evaluation of the iron potential of its tenements in the Mid West region of WA.
Batavia’s Chairman, Mr Terry Smith, said the Company’s board believed that the proposed transaction with Thor represented an opportunity to maximize the value of the uranium assets. “The transaction is consistent with our decision to focus on advancing Deflector towards production as rapidly as possible, with the sale of the uranium portfolio to Thor enabling Batavia to maintain exposure to the continued development of these assets,” he said.
“As a result of the transactions, Batavia will have a substantial shareholding in a diversified minerals company with a strong development and exploration focus, quality asset base and international investor network including a planned Australian listing alongside its existing listings on AIM and the Frankfurt Stock Exchange,” Mr Smith said.
“In addition, Batavia shareholders will have the opportunity, on a priority allocation basis, to participate in Thor’s Australian IPO,” he added. “Following completion of the IPO, Thor will have a substantial funding capacity to fast-track the exploration of Batavia’s quality uranium assets and progress its existing specialty metals projects.”
The transaction is subject to approval by shareholders of both companies. Thor is currently negotiating a potential underwriting agreement for the proposed IPO and will announce further details regarding this capital raising in the near future. Batavia will convene a shareholders’ meeting to be held in July 2006 to approve the transaction.
BATAVIA REACHES AGREEMENT TO SELL URANIUM ASSETS TO THOR MINING PLC
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Sale of Uranium Portfolio
Under the agreement between Batavia and Thor, Thor will acquire Hale Energy Limited, a subsidiary company which holds Batavia’s uranium assets. The consideration payable is the issue of 16 million fully-paid Thor Mining shares and 8.5 million options. These shares are to be issued following completion of a capital consolidation to be undertaken by Thor.
There are currently approximately 192 million shares on issue in Thor. It is envisaged that the capital consolidation will reduce this to approximately 64 million shares prior to the issue of the consideration shares and the IPO shares. This is necessary as part of the ASX requirements. Existing shareholders in Thor will be receiving a free option for every two shares held post consolidation, while participants in the IPO will receive a free option for every two shares taken up. The terms of the options will be announced when negotiations are completed with potential underwriters.
Thor intends to finalise and lodge a Prospectus for this capital raising in July 2006 and is currently at an advanced stage of negotiations with an Australian broking firm to underwrite the issue. Up to 60% of the Australian raising will be allocated to Batavia shareholders on a priority allocation basis.
The transaction is subject to approval by shareholders of both companies. Batavia intends to convene a shareholders meeting during July 2006 to approve the transaction.
Uranium Assets
The uranium project portfolio – including the Harts Range Uranium Project in the Arunta Province of the Northern Territory and a number of prospective exploration areas –includes over 3,000 square kilometres of prospective exploration ground and a comprehensive database of historical uranium exploration information. A number of advanced targets for high-grade, pegmatite and structurally controlled uranium deposits have been identified within the portfolio. The principal projects included within the portfolio are summarised below.
Harts Range Uranium Project
The Harts Range Project is located approximately 200km east-northeast of Alice Springs in the Arunta Province of the Northern Territory. The Exploration Licences were granted in February 2006. Regional exploration for Uranium was conducted over the Harts Range area between 1992 and 1995 by PNC Exploration (PNC), which carried out regional reconnaissance sampling resulting in the discovery of significant uranium mineralisation. PNC followed up with an extensive regional assessment programme which outlined several high-grade uranium occurrences in vein, pegmatite and structurally controlled styles of mineralisation.
Enquiries:Batavia Mining Ltd+ 61 (0)8 9327 0980Damian DelaneyBatavia Mining Ltd+ 61 (0)8 9327 0980Jan Hope & Partners+ 61 (0)8 9388 1474Enquiries:0980Batavia 0980Damian 1474Jan 1474
Hale River and Plenty Highway Project
These projects comprise two Exploration Licences covering the Hale River Tertiary basins and the Plenty River Tertiary basin in the Northern Territory, where previous exploration has indicated potential to host sandstone type or roll front uranium deposits. Sandstone-type deposits account for approximately 5% of known uranium resources in the Northern Territory. In this type of deposit, uranium mineralisation occurs at a redox boundary formed by the flushing of oxidizing ground waters through reduced sandstone beds.
Curtis Pound
The Curtis Pound Prospect is located approximately 150km south of Tennant Creek. The tenement contains nine airborne radiometric anomalies defined from a 1971. Only two anomalies were followed up on the ground with both returning highly anomalous uranium rock chip results.
Bundey River
The Bundey River project covers extensions to magnetic linear trends seen on the Plenty River Project area. These trends are considered to be prospective for redox gradient boundaries.
Indicative Timetable
• Thor shareholder meeting July 2006
• Batavia shareholder meeting July 2006
• IPO Prospectus lodged July 2006
• Thor to list on ASX August 2006
• Settlement of acquisition of Hale Energy Limited August 2006
Summary
Batavia has assembled a quality portfolio of uranium assets in the Northern Territory, however in light of its continuing focus on the development of the Deflector Gold-Copper Project in Western Australia, Batavia decided to investigate options to divest its uranium portfolio to rationalise its mineral portfolio.
Batavia is undertaking a Bankable Feasibility Study on its 100%-owned Deflector Gold-Copper Project in Western Australia, after completing a Scoping Study which confirmed the viability of a low-capital development leveraging off existing infrastructure at Gullewa.
In addition, a major resource in-fill and extension drilling program is continuing at Deflector, which is targeting a further significant increase in the Deflector resource inventory from 775,000 gold equivalent ounces to 1 million gold equivalent ounces.
The proposed transaction with Thor Mining will enable Batavia to focus its attention and resources on advancing the Gullewa Project towards production as rapidly as possible, to take advantage of the current strong commodity price environment, while retaining exposure to the exploration and development of its uranium assets through ownership of shares in Thor.
Yours faithfully
BATAVIA MINING LIMITED
Terry Smith
Chairman
13 June 2006
The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Neil Biddle, who is a member of The Australasian Institute of Mining and Metallurgy. Neil Biddle is a Director of Batavia Mining Limited. Neil Biddle has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Neil Biddle consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.